PLEDGE AGREEMENT between IDEANOMICS, INC. and TILLOU MANAGEMENT AND CONSULTING LLC dated as of December 13, 2022 PLEDGE AGREEMENTPledge Agreement • December 19th, 2022 • Ideanomics, Inc. • Motor vehicles & passenger car bodies • New York
This PLEDGE AGREEMENT, dated as of December 13, 2022 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement") made by and among Ideanomics, Inc., a Nevada Corporation (the "Borrower"), and the grantors listed on the signature pages hereto (the "Original Grantors"), as grantors, pledgors, assignors and debtors (the Borrower, together with the Original Grantors, in such capacities and together with any successors in such capacities, the "Grantors", and each, a "Grantor"), in favor of Tillou Management and Consulting LLC, a New Jersey Limited Liability Company, with a principal place of business at 325 Tillou Rd., South Orange, New Jersey 07079, pursuant to the Promissory Note of even date herewith (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the "Lender").
AMENDMENT NO. 12 TO SECURED CONVERTIBLE PROMISSORY NOTEIdeanomics, Inc. • December 19th, 2022 • Motor vehicles & passenger car bodies
This Amendment No. 12 to the Secured Convertible Promissory Note (the “Amendment”), is made as of December 19, 2022 by VIA Motors International, Inc., (the “Borrower”). Capitalized terms used but not defined herein shall have the respective meanings given to them in the Note (defined below).
December 13, 2022 To: TILLOU MANAGEMENT AND CONSULTING LLC (“Tillou”)Ideanomics, Inc. • December 19th, 2022 • Motor vehicles & passenger car bodies
Tillou desires to make a $2.0 million loan (the “Loan”) to Ideanomics, Inc. pursuant to that certain Pledge Agreement and Promissory Note (collectively, the “Tillou Financing Agreements”), each dated as of December 13, 2022, between Tillou and Ideanomics, Inc. (“Ideanomics”). By virtue of that Security Agreement dated October 26, 2022 between YA PN II (“YA”) and Ideanomics, YA maintains a first priority security interest in certain assets of Ideanomics, including, without limitation, that certain convertible note receivable (the “Inobat Note”) between Inobat Auto, J.S.A. and Ideanomics, Inc. dated December 24, 2021, wherein Ideanomics, Inc. is the lender. As of the date hereof, the outstanding balance on the Inobat Note was 10,000,000 EUR (ten million euros). Tillou desires to secure the Loan to the Inobat Note on the terms more particularly set forth herein.
PROMISSORY NOTEIdeanomics, Inc. • December 19th, 2022 • Motor vehicles & passenger car bodies • New York
FOR VALUE RECEIVED, Ideanomics, Inc., a Nevada Corporation (the "Borrower") hereby unconditionally promises to pay to the order of Tillou Management and Consulting LLC, a New Jersey Limited Liability Company (the "Noteholder"), the principal amount of $2,000,000.00 (two million dollars) (the "Loan"), together with all accrued interest thereon, as provided in this Promissory Note (this "Note").
